TOMI Environmental Solutions Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 or For the transition period from Commission File Number000-09908 TOMI ENVIRONMENTAL SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Securities registered under Section 12(b) of the Exchange Act: Securities registered under Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo☒ ☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregatemarket value of the common stock held by non-affiliates of the registrant was approximately $12,696,000, based upon the closingprice of the registrant’s common stock as reported on the Nasdaq Capital Market on such date. As of April 8, 2025, the registrant had20,015,205shares of common stock outstanding. Documents incorporated by reference None. TOMI ENVIRONMENTAL SOLUTIONS, INC. ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 TABLE OF CONTENTS ItemPagePART I1.Business41A.Risk Factors161B.Unresolved Staff Comments261C.Cybersecurity262.Properties263.Legal Proceedings264.Mine Safety Disclosures26PART II5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities276.Selected Financial Data277.Management’s Discussion and Analysis of Financial Condition and Results of Operations277A.Quantitative and Qualitative Disclosures About Market Risk428.Financial Statements and Supplementary Data429.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure429A.Controls and Procedures429B.Other Information449C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections44PART III10.Directors, Executive Officers and Corporate Governance4511.Executive Compensation4712.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters5113.Certain Relationships and Related Transactions, and Director Independence5314.Principal Accounting Fees and Services53PART IV15.Exhibits, Financial Statement Schedules5416.Form 10-K Summary54Exhibit Index55Signatures56Financial StatementsF-1 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”), and we intend that such forward-l